SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10-Q
____________________________
[ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the 13 weeks ended March 27, 1999
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Commission File Number 1-6085
____________________________
IBP, inc.
a Delaware Corporation
I.R.S. Employer Identification No. 42-0838666
800 Stevens Port Drive
Dakota Dunes, South Dakota 57049
Telephone 605-235-2061
____________________________
Indicate by check mark whether the registrant(1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months, and (2) has been
subject to such filing requirements for the past 90 days.
YES [X] NO [ ]
As of May 1, 1999, the registrant had outstanding 92,276,797 shares
of its common stock ($.05 par value).
PART I. FINANCIAL INFORMATION
IBP, inc. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands)
March 27, December 26,
1999 1998
----------- ------------
(Unaudited)
ASSETS
CURRENT ASSETS:
Cash and cash equivalents $ 31,683 $ 27,254
Marketable securities 6,400 1,400
Accounts receivable, less allowance for
doubtful accounts of $5,354 and $12,111 617,617 599,999
Inventories 444,064 405,418
Deferred income tax benefits and
prepaid expenses 65,762 62,744
--------- ---------
TOTAL CURRENT ASSETS 1,165,526 1,096,815
Property, plant and equipment,
less accumulated depreciation
of $868,677 and $843,937 1,090,792 1,072,093
Goodwill, net of accumulated
amortization of $164,304 and $158,808 718,621 724,089
Other assets 99,452 115,099
--------- ---------
$3,074,391 $3,008,096
========= =========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Notes payable to banks $ 198,694 $ 140,967
Accounts payable 301,648 315,861
Deferred income taxes and other
current liabilities 373,338 408,984
--------- ---------
TOTAL CURRENT LIABILITIES 873,680 865,812
Long-term debt and capital lease
obligations 574,693 575,522
Deferred income taxes and other
liabilities 170,009 165,848
STOCKHOLDERS' EQUITY:
Common stock at par value 4,750 4,750
Additional paid-in capital 403,315 405,278
Retained earnings 1,122,316 1,067,725
Accumulated other comprehensive income (13,340) (16,456)
Treasury stock (61,032) (60,383)
--------- ---------
TOTAL STOCKHOLDERS' EQUITY 1,456,009 1,400,914
--------- ---------
$3,074,391 $3,008,096
========= =========
See accompanying notes to condensed consolidated financial statements.
-2-
IBP, inc. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
(In thousands, except per share data)
13 Weeks Ended
--------------------------
March 27, March 28,
1999 1998
---------- ----------
Net sales $3,097,652 $3,224,944
Cost of products sold 2,918,504 3,121,115
--------- ---------
Gross profit 179,148 103,829
Selling, general and
administrative expense 78,463 69,185
--------- ---------
EARNINGS FROM OPERATIONS 100,685 34,644
Interest expense, net 8,887 12,745
--------- ---------
Earnings before income
taxes and extraordinary item 91,798 21,899
Income tax expense 34,900 8,300
--------- ---------
Earnings before extraordinary item 56,898 13,599
Extraordinary loss on early extinguishment
of debt, less applicable taxes - (14,815)
--------- ---------
NET EARNINGS (LOSS) $ 56,898 $ (1,216)
========= =========
Earnings (loss) per share:
Earnings before extraordinary item $ .62 $ .15
Extraordinary item - (.16)
---- ----
Net earnings (loss) $ .62 $(.01)
==== ====
Earnings (loss) per share - assuming dilution:
Earnings before extraordinary item $ .61 $ .15
Extraordinary item - (.16)
---- ----
Net earnings (loss) $ .61 $(.01)
==== ====
Dividends per share $.025 $.025
==== ====
See accompanying notes to condensed consolidated financial statements.
-3-
IBP, inc. AND SUBSIDIARIES
CONDENSED CONSOLIDATED
STATEMENTS OF CASH FLOWS
(Unaudited)
(In thousands)
13 Weeks Ended
--------------------------
March 27, March 28,
1999 1998
--------- -----------
Inflows(outflows)
NET CASH FLOWS USED BY OPERATING ACTIVITIES $ (35,067) $ (82,392)
-------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures (43,064) (31,721)
Purchases of marketable securities (19,400) (101,174)
Proceeds from disposals of marketable
securities 14,400 83,669
Investment in life insurance contracts - (33,000)
Other investing activities, net 1,988 102
Net cash flows used by -------- ---------
investing activities (46,076) (82,124)
-------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
Increase in borrowings under revolving
credit agreements 58,000 170,000
Net change in checks in process of
clearance 33,276 37,053
Principal payments on long-term
obligations (845) (112,742)
Proceeds from issuance of long-term debt - 49,793
Premiums paid on early retirement
of debt - (20,636)
Other financing activities, net (5,191) (3,623)
Net cash flows provided by -------- ---------
financing activities 85,240 119,845
Effect of exchange rate on cash -------- ---------
and cash equivalents 332 86
-------- ---------
Net change in cash and cash equivalents 4,429 (44,585)
Cash and cash equivalents at beginning
of period 27,254 69,022
Cash and cash equivalents at end of -------- ---------
period $ 31,683 $ 24,437
======== =========
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid during the periods for:
Interest, net of amounts capitalized $ 11,137 $ 12,258
Income taxes, net of refunds received 30,776 (870)
Depreciation and amortization expense 25,165 25,285
Amortization of intangible assets 5,814 6,820
See accompanying notes to condensed consolidated financial statements.
-4-
IBP, inc. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
A. GENERAL
The condensed consolidated balance sheet of IBP, inc. and
subsidiaries ("IBP" or "the company") at December 26, 1998 has
been taken from audited financial statements at that date and
condensed. All other condensed consolidated financial statements
contained herein have been prepared by IBP and are unaudited.
The condensed consolidated financial statements should be read in
conjunction with the consolidated financial statements and the
notes thereto included in IBP's Annual Report on Form 10-K for
the year ended December 26, 1998.
In the opinion of management, the accompanying unaudited
condensed consolidated financial statements contain all
adjustments, consisting only of normal recurring adjustments,
necessary to present fairly the financial position of IBP at
March 27, 1999 and the results of its operations and its cash
flows for the periods presented herein.
B. OTHER
IBP's interim operating results of its Fresh Meats segment
may be subject to substantial fluctuations which do not
necessarily occur or recur on a seasonal basis. Such
fluctuations are normally caused by competitive and other
conditions in the cattle and hog markets over which IBP has
little or no control. Therefore, the results of operations for
the interim periods presented are not necessarily indicative of
the results to be attained for the full fiscal year.
C. INVENTORIES
Inventories, valued at the lower of first-in, first-out cost
or market, are comprised of the following:
March 27, December 26,
1999 1998
--------- ------------
(In thousands)
Product inventories:
Raw materials $ 26,823 $ 22,552
Work in process 73,500 69,790
Finished goods 166,555 148,542
------- -------
266,878 240,884
Livestock 101,868 89,321
Supplies 75,318 75,213
------- -------
$444,064 $405,418
======= =======
-5-
D. EARNINGS PER SHARE
(in thousands, except per share amounts)
For the Thirteen Weeks Ended March 27, 1999
-------------------------------------------
Earnings Shares Per Share
(Numerator) (Denominator) Amount
----------- ------------- ---------
Basic EPS:
Net earnings $56,898 92,296 $ .62
Effect of dilutive ====== ====
securities:
Employee stock plans 1,029
------
Diluted EPS $56,898 93,325 $ .61
====== ====== ====
For the Thirteen Weeks Ended March 28, 1998
-------------------------------------------
Earnings Shares Per Share
(Numerator) (Denominator) Amount
----------- ------------- ---------
Basic EPS:
Earnings before
extraordinary item $13,599 92,567 $ .15
Effect of dilutive ====== ====
securities:
Employee stock plans 954
------
Diluted EPS $13,599 93,521 $ .15
====== ====== ====
The summary below lists stock options outstanding at the
end of the fiscal quarters which were not included in the
computations of diluted EPS because the options' exercise price
was greater than the average market price of the common shares.
These options had varying expiration dates.
1999 1998
------ ------
Stock options excluded from
diluted EPS computation 905 1,556
Average option price per share $25.66 $24.72
E. COMPREHENSIVE INCOME
Comprehensive income consists of net earnings and foreign
currency translation adjustments. Management considers its
foreign investments to be permanent in nature and does not
provide for taxes on currency translation adjustments arising
from converting the investment in a foreign currency to U.S.
dollars. Comprehensive income for the quarters ended March 27,
1999 and March 28, 1998 was as follows (unaudited):
13 Weeks Ended
----------------------
March 27, March 28,
1999 1998
--------- ---------
(in thousands)
NET EARNINGS (LOSS) $56,898 $(1,216)
Other comprehensive income:
Foreign currency translation
adjustments 3,116 2,602
------ ------
COMPREHENSIVE INCOME $60,014 $ 1,386
====== ======
-6-
F. COMMITMENTS AND CONTINGENCIES
IBP is involved in numerous disputes incident to the
ordinary course of its business. In the opinion of management,
any liability for which provision has not been made relative to
the various lawsuits, claims and administrative proceedings
pending against IBP, including that described below, will not
have a material adverse effect on its consolidated results of
operations, financial position or liquidity.
In July 1996, a lawsuit was filed against IBP by certain
cattle producers in the U.S. District Court, Middle District of
Alabama, seeking certification of a class of all cattle
producers. The complaint alleges, inter alia, that IBP has used
its market power and alleged "captive supply" agreements to
reduce the prices paid to producers for cattle. Plaintiffs have
disclosed that, in addition to declaratory relief, they seek
actual and punitive damages, although plaintiffs have not
specified the amounts they seek. The original motion for class
certification was denied by the District Court; plaintiffs
then amended their motion, defining a narrower class
consisting of only those cattle producers who sold cattle
directly to IBP from 1994 through the date of certification.
The District Court approved this narrower class on April 28,
1999. However, the Court noted, in response to concerns
raised about conflicts within the class and about plaintiffs'
ability to prove their theory on a class-wide basis, that it
could decertify the class as discovery proceeds. IBP also
will seek to appeal the certification ruling. Management
continues to believe that the company has acted properly and
lawfully in its dealings with cattle producers.
G. BUSINESS SEGMENTS
The company is managed and operated as two divisions, Fresh
Meats and Enterprises, and, accordingly, has two business
segments. IBP's Fresh Meats operation relates principally to the
meat processing industry and primarily involves cattle and hog
carcass production, beef and pork fabrication and related allied
product processing activities. This segment markets its products
to food retailers, distributors, wholesalers, restaurant and hotel
chains, other food processors and leather makers, as well as
manufacturers of pharmaceuticals and animal feeds. The
Enterprises segment consists of two IBP subsidiaries, Foodbrands
America, Inc. ("Foodbrands") and The Bruss Company ("Bruss"). The
Enterprises group produces, markets and distributes a variety of
frozen and refrigerated products to the "away from home" food
preparation market, including pizza toppings and crusts, value-
added beef and pork-based products, ethnic specialty foods,
appetizers, soups, sauces and side dishes as well as deli meats
and processed beef, pork and poultry products. Enterprises also
produces portion-controlled premium beef and pork products for
sale to restaurants and foodservice customers in domestic and
international markets. The company operates principally in the
United States.
Intersegment sales have been recorded at amounts
approximating market. Earnings from operations are comprised of
net sales less all identifiable operating expenses, allocated
corporate selling, general and administrative expenses, and
goodwill amortization. Net interest expense and income taxes have
been excluded from segment operations.
-7-
13 Weeks Ended
------------------------
March 27, March 28,
1999 1998
--------- ---------
(in thousands)
NET SALES
- ---------
Sales to unaffiliated customers:
Fresh Meats $2,812,863 $2,953,110
Enterprises 284,789 271,834
--------- ---------
$3,097,652 $3,224,944
--------- ---------
Intersegment sales:
Fresh Meats 69,978 55,254
Intersegment elimination (69,978) (55,254)
--------- ---------
- -
--------- ---------
Net sales:
Fresh Meats 2,882,841 3,008,364
Enterprises 284,789 271,834
Intersegment elimination (69,978) (55,254)
--------- ---------
$3,097,652 $3,224,944
========= =========
EARNINGS FROM OPERATIONS
- ------------------------
Fresh Meats $ 83,923 $ 22,431
Enterprises 16,762 12,213
------- -------
Total earnings from operations 100,685 34,644
Net interest expense (8,887) (12,745)
------- -------
Pre-tax earnings $ 91,798 $ 21,899
======= =======
NET SALES BY LOCATION
OF CUSTOMERS
- ---------------------
United States $2,616,690 $2,728,849
Japan 201,435 212,103
Canada 108,203 114,302
Korea 42,581 20,276
Mexico 40,730 40,946
Other foreign countries 88,013 108,468
--------- ---------
$3,097,652 $3,224,944
========= =========
-8-
MANAGEMENT'S DISCUSSION AND ANALYSIS
------------------------------------
The matters discussed herein contain forward-looking
statements. Specifically, these forward-looking statements
include risks and uncertainties. Thus, actual results may
differ materially from those expressed or implied in those
statements. Those risks and uncertainties include, without
limitation, risks of changing market conditions with regard to
livestock supplies and demand for the company's products,
domestic and international legal and regulatory risks, the costs
of environmental compliance, the impact of governmental
regulations, operating efficiencies, as well as competitive and
other risks over which IBP has little or no control. Moreover,
past financial performance should not be considered a reliable
indicator of future performance. The company makes no
commitment to update any forward-looking statement, or to
disclose any facts, events or circumstances after the date
hereof that may affect the accuracy of any forward-looking
statement.
ACQUISITIONS
- ------------
Early in the second quarter 1999, the company acquired the
outstanding stock of two companies, H&M Food Systems Company,
Inc. ("H&M") and Zemco Industries, Inc., owner of the Russer
Foods business. Both of these companies will be operated as
part of Foodbrands. H&M is a leading producer of custom-
formulated pre-cooked meat products and prepared foods with two
plants in Texas. Russer Foods produces and markets a variety of
premium deli meats, with production facilities in New York and
Massachusetts. The combined annual sales of these two companies
are expected to total approximately $350 million.
RESULTS OF OPERATIONS
- ---------------------
Fresh Meats' operating earnings improved to 3.0% of net
sales in the first quarter 1999 versus 0.8% in the first quarter
1998. Both beef and pork operations focused on maximizing
margins at the expense of slight market share losses, resulting
in improved profitability. The first quarter 1999 results were
reduced by $.03 per diluted share for the write-down of current
and non-current receivables related to a customer currently in
bankruptcy proceedings. The write-downs also reduced the
allowance for doubtful accounts by $7 million.
Enterprises' operating earnings increased to 5.9% of net
sales compared to 4.5% in the first quarter 1998 on strong
performances in the foodservice and pizza ingredients markets.
According to the latest United States Department of
Agriculture ("USDA") estimates, beef production in 1999 will be
close to 1998 levels and higher than earlier expected. Thus, it
appears that live cattle supplies will be abundant for most of
this year. The USDA also forecasted 1999 pork production to be
down only slightly from 1998 and chicken production up 6% from
1998.
-9-
During the first quarter 1998, the company completed its
purchase of all of Foodbrands' $112 million outstanding 10.75%
Senior Subordinated Notes. Net prepayment premiums, accelerated
amortization of unamortized deferred financing costs, and
transaction expenses totaled $23.9 million, before applicable
income tax benefit of $9.1 million, and was accounted for as an
extraordinary loss in the condensed consolidated statement of
operations.
COMPARATIVE SEGMENT RESULTS
---------------------------
13 Weeks Ended
-------------------------
March 27, March 28,
1999 1998 % Change
---------- ---------- --------
Net Sales:
Fresh Meats $2,812,863 $2,953,110 -5%
Enterprises 284,789 271,834 5%
--------- ---------
Total $3,097,652 $3,224,944 -4%
========= =========
Earnings from Operations:
Fresh Meats $ 83,923 $ 22,431 274%
Enterprises 16,762 12,213 37%
--------- ---------
Total $ 100,685 $ 34,644 191%
========= =========
SALES
The 5% decrease in Fresh Meats' net sales was due primarily
to lower average selling prices of beef and pork, partially
offset by increased volumes sold. The lower selling prices were
reflective of continued significant red meat and other competing
meat supplies and continued weakness in international markets.
Enterprises' 1999 net sales increased over the first three
months of 1998 due in part to the fourth quarter 1998
acquisition of DFG Foods. In addition, sales volume increased
at Bruss and other Foodbrands divisions, reduced somewhat by
lower selling prices resulting from lower raw material costs
passed through to customers.
Net export sales decreased 4% in the first quarter 1999 from
the year earlier although pounds sold increased 5% from the
prior year. Net sales into Korea more than doubled in the first
quarter 1999 versus 1998 due to increased hides and boxed beef
volume. However, net export sales to Japan, Russia and Canada
in the first quarter 1999 were lower than a year ago. Net
export sales accounted for 13% of total net sales in the first
quarters of 1999 and 1998.
-10-
COST OF PRODUCTS SOLD
In the Fresh Meats segment, the cost of products sold in the
first quarter 1999 decreased 7% from the first quarter 1998. A
combination of lower average live hog and cattle prices and
reduced beef volume were the principal reasons for the lower
1999 costs. Additionally, first quarter 1998 results included
an impairment write-down for the Luverne, Minnesota, carcass
production facility which ceased operations in March 1998. This
write-down of fixed assets and goodwill reduced 1998 net
earnings by $0.03 per share.
Enterprises' first quarter 1999 cost of products sold
increased 2% from the first quarter 1998. The higher costs
resulted from an increased volume of products sold, due
primarily to Bruss sales growth, and was only partially offset
by lower raw material costs.
SELLING, GENERAL AND ADMINISTRATIVE EXPENSE
First quarter 1999 expense increased 13% over the first
quarter 1998 chiefly as a result of the DFG Foods acquisition by
Foodbrands in the fourth quarter 1998, increased earnings-based
incentive compensation and automation-related research and
development costs.
INTEREST EXPENSE
The 30% decrease in 1999 net interest expense versus the
first quarter 1998 was due primarily to a 10% decrease in
average borrowings in 1999, a lower 1999 average effective
interest rate and a higher amount of capitalized interest in
1999.
LIQUIDITY AND CAPITAL RESOURCES
- -------------------------------
Total outstanding borrowings averaged $751 million in the
first three months of 1999 compared to $835 million in the
comparable 1998 period. The lower 1999 average outstanding
borrowings versus the first quarter 1998 were due to more
favorable operating cash flows. Borrowings outstanding under
committed and uncommitted credit facilities at March 27, 1999
totaled $374 million compared to $316 million at December 26,
1998, and available unused credit capacity under committed
facilities at March 27, 1999 was $414 million.
The acquisitions of Russer Foods and H&M in April 1999
required initial cash payments totaling $280 million, am amount
which is subject to change depending on subsequent working
capital changes. The cash payments were funded with available
unused credit facilities. At the end of fiscal April, the
company had $105 million of available unused credit capacity
under committed facilities. The company will likely secure
longer-term financing for some or all of the acquisition cost at
a later date.
-11-
Year-to-date capital expenditures through March 27, 1999
totaled $43 million compared to $32 million in the first three
months of 1998. Approximately one half of the 1999 spending was
for revenue enhancement or cost-saving projects, while the
remainder went toward upgrades and replacements of existing
equipment and facilities.
The purchase of Foodbrands' 10.75% Notes in the first
quarter 1998 by IBP, inc. was funded with available credit
facilities and will likely be refinanced under the company's
$300 million Medium-Term Notes program when management deems
market conditions to be favorable.
The company invested $33 million during the first quarter
1998 in life insurance contracts for key employees. Among other
advantages, expected changes in the cash value of these
contracts are intended to effectively act as a hedge against
changes in the company's deferred compensation liabilities.
YEAR 2000
- ---------
The "Year 2000" problem relates to computer systems that
have time and date-sensitive programs that were designed to read
years beginning with "19," but may not properly recognize the
year 2000. If a computer system or other equipment with
embedded chips or processors (collectively, "Business Systems")
used by the company or a third party dealing with the company
fails because of the inability of the system or application to
properly read the year "2000," the results could conceivably
have a material adverse effect on the company. This Year 2000
issue can arise at any point in the company's supply,
manufacturing, processing, distribution, and financial chains.
The company has an internal team responsible for assessing
the impact of Year 2000 and leading and monitoring the company's
state of readiness with respect to this issue. The assessment
and planning phase is essentially complete, the implementation
phase is over 90% complete, and the verification phase is
approximately 75% complete. All phases are expected to be
completed during 1999.
A significant portion of the company's Business Systems is
internally developed and has been or is in the process of being
remediated. The Business Systems considered most critical to
continuing operations are being given the highest priority. The
company's other information technology projects have not
experienced any consequential delays as a result of
implementation of the Year 2000 readiness program.
As part of the Year 2000 readiness program, significant
service providers, vendors, suppliers, customers, and
governmental entities ("Key Business Partners") that are
considered critical to business operations around January 1,
2000, have been identified and steps are being undertaken to
reasonably ascertain their stage of Year 2000 readiness as it
relates directly or indirectly to the company.
-12-
The possible consequences of the company or its Key Business
Partners not being fully Year 2000 compliant by January 1, 2000
include, among other things, temporary plant closings, delays in
the delivery of products and/or receipt of supplies, invoice and
collection errors and inventory and supply obsolescence.
However, the company believes that its Year 2000 readiness
program, including the measures discussed below, should
significantly reduce the adverse effect any such disruptions may
have.
The company currently has no formal contingency plan in
place. However, the progress of the Year 2000 readiness program
is being closely monitored and additional measures will be taken
as risks arise. Certain readily available measures may reduce
the risk of impact as an alternative to formalized contingency
planning. These measures may include stockpiling critical
supplies and packaging materials, securing alternate sources of
supplies or services, and other appropriate measures.
It is currently estimated that the aggregate cost of the
company's Year 2000 efforts will be approximately $14 million,
of which $8 million has been spent. The budgeted $14 million
includes approximately $8 million, of which $4 million has been
spent, for computer hardware, substantially all of which will be
capitalized. The remaining $6 million is primarily for computer
software maintenance, all of which will be expensed as incurred
and funded with operating cash flows. Approximately $4 million
has been expensed to date.
The company's Year 2000 readiness program is an ongoing
process and the estimates of costs and completion dates for
various components of the Year 2000 readiness program described
above are subject to change.
IMPACT OF NEW ACCOUNTING PRONOUNCEMENT
- --------------------------------------
In June 1998, Statement of Financial Accounting Standards
No. 133, "Accounting for Derivative Instruments and Hedging
Activities" was issued, and is effective no later than the first
quarter of fiscal 2000. Based upon the company's current level
of derivatives activity, management expects that this standard
will not materially affect the company's financial position or
results of operations.
-13-
PART II. OTHER INFORMATION
Item 5. Other Information
In connection with its Medium-Term Notes program, the company
hereby reports the following computations:
13 Weeks Ended
-----------------------
March 27, March 28,
1999 1998
--------- ---------
Earnings before income taxes
and extraordinary item $ 91,798 $ 21,899
Total fixed charges 13,646 17,069
Capitalized interest (2,197) (1,575)
Earnings before fixed charges,
income taxes and extraordinary ------- -------
item $103,247 $ 37,393
======= =======
Ratio of earnings to fixed charges 7.6 2.2
=== ===
Item 6. Exhibits and Reports on Form 8-K
(b) Reports on Form 8-K
No reports on Form 8-K were filed by the company during the
quarter ended March 27, 1999.
-14-
SIGNATURES
Pursuant to the requirements of the Securities Act of 1934, the
registrant has caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
IBP, inc.
-----------------------------
(Registrant)
May 5, 1999 /s/ Robert L. Peterson
----------------- -----------------------------
(date) Robert L. Peterson
Chairman of the Board and
Chief Executive Officer
/s/ Larry Shipley
-----------------------------
Larry Shipley
Chief Financial Officer and
President of IBP Enterprises
/s/ Craig J. Hart
-----------------------------
Craig J. Hart
Vice President and Controller
-15-
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<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-25-1999
<PERIOD-END> MAR-27-1999
<CASH> 31,683
<SECURITIES> 6,400
<RECEIVABLES> 622,971
<ALLOWANCES> 5,354
<INVENTORY> 444,064
<CURRENT-ASSETS> 1,165,526
<PP&E> 1,959,469
<DEPRECIATION> 868,677
<TOTAL-ASSETS> 3,074,391
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<BONDS> 574,693
0
0
<COMMON> 4,750
<OTHER-SE> 1,451,259
<TOTAL-LIABILITY-AND-EQUITY> 3,074,391
<SALES> 3,097,652
<TOTAL-REVENUES> 3,097,652
<CGS> 2,918,504
<TOTAL-COSTS> 2,918,504
<OTHER-EXPENSES> 78,463
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<INCOME-TAX> 34,900
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<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
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<EPS-PRIMARY> .62
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